Constitution
This Constitution was adopted by a meeting of the Trustees on the 4th day of February 1999.
1. Name
The name of the Charity is Hearing Conservation Council.
2. The registered office of the Charity is situated in the United Kingdom.
3. Administration
The Charity shall be administered and managed in accordance with this Constitution by members of the Executive Committee constituted by Clause 13 of this Constitution.
4. Objectives
The objectives for which the Charity is established are the relief of persons with hearing impairment and deafness and the preservation and protection of health in the United Kingdom and in any country of the world by promoting activities for the prevention, mitigation or relief of avoidable causes of hearing impairment and deafness and for the conservation of hearing.
5. Powers and activities
Consistent with its status as a charity and in furtherance of its objectives, the Charity may exercise the following powers:
a) To investigate and make known the causes, extent and consequences of hearing impairment and in any country to promote, support and engage in measures designed to prevent, reduce, mitigate or remedy the diseases, conditions and causes which produce hearing impairment and deafness and to conserve hearing.
b) To promote and support the activities of United Kingdom organisations and individuals concerned with prevention and mitigation of hearing impairment and to support in any country projects conducive to the achievement of the objects of the Charity.
c) To advance the development of scientific and professional disciplines concerned with the prevention or treatment of hearing impairment and to promote research and multidisciplinary cooperation.
d) To cooperate with Hearing International and to act as the United Kingdom Committee of Hearing International authorised to elect the United Kingdom delegation to represent the interests of the United Kingdom in that organisation.
e) To cooperate with the United Nations and its specialised agencies and with the international initiaitve against avoidable disability (The Impact Programme).
f) To raise funds and receive contributions from any person or persons, bodies corporate or incorporate whatsoever by way of donations, grants, subscriptions, legacies or otherwise provided that in raising funds the Charity shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law.
g) To buy, take on lease or in exchange any property necessary for the achievement of the objects and subject to any consents required by law to sell, lease, mortgage or dispose of all or any part of the Charity.
h) Subject to any consents required by law to borrow money and to charge any of the property of the Charity for the repayment of the money so borrowed.
i) To engage and remunerate employees not being members of the Charity and to institute appropriate benefits for employees and their dependants.
j) To invest such of the funds of the Charity not immediately required for its' purpose in or upon such investments and securities or property as may be thought fit, but so that funds subject to the jurisdiction of the Charity Commission for England and Wales shall be invested only in such securities and on such conditions as may be approved by the Charity Commission.
k) If considered appropriate to seek incorporation of the Charity as a Company limited by guarantee.
I) To do all such other lawful things as are necessary for the achievement of the objectives of the Charity.
6. The income and property of the Charity shall be applied solely towards promotion of the objects of the Charity and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to the members of the Charity, provided that nothing herein shall prevent payment in good faith to members of the Charity of reimbursement of reasonable expenses actually incurred by them in attending meetings, or in undertaking travel or other assignments on behalf of the Charity or, where considered justified in the interests of the Charity, the provision of insurance for any Trustee against public liability arising from acts properly undertaken in the administration of the Charity.
7. Membership
The following persons being over 18 years of age are eligible to become members of the Charity.
a) Foundation Members. That is the persons whose names are appended to this constitutional document as promoters of the Charity.
b). Professional Members. That is persons occupied in or having experience of professions or occupations concerned with hearing impairment, deafness and the conservation of hearing.
c) Representative Members. That is persons nominated to represent organisations recognised by the Executive Committee as having relevance to the work of the Charity. Such organisations shall include organisations of and for people with hearing impairment and companies and bodies able to advance or support the work of the Charity.
d) Individual Members. That is persons who are elected to membership by the Executive Committee by virtue of their interest in or ability to advance or support the work of the Charity.
Membership fees
On the recommendation of the Executive Committee the Charity at an Annual General Meeting, may propose or vary annual membership fees appropriate to any of the categories of membership described in this Clause.
8. Commencement and termination of membership
a) Every member of the company, on becoming a member, shall either sign a written consent to membership or sign the Charity's Register of Members.
b) Membership shall terminate when a member resigns membership or being a representative member ceases to represent the organisation by which he or she were nominated for membership.
c) The Executive Committee may by a Resolution adopted by a two-thirds majority of the members present and voting at a meeting terminate membership of any member provided that, before a final decision is made, the member concerned or a representative of the organisation which nominated the member shall have the right to be heard by the Executive Committee.
9. General Meeting
a) The Charity shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify a meeting as such in a Notice convening it.
b) The first Annual General Meeting shall be held not more than 12 months after the date of the registration of the Charity. Not more than 15 months shall elapse between the date of one Annual General Meeting and the next.
c) The Annual General Meeting shall be held at such time and place as the Executive Committee shall appoint.
d) The Executive Committee may at any time convene a Special General Meeting and such a Special Meeting may also be convened on the requisition of not fewer than ten members of the Charity provided that the members requisitioning such a meeting shall all have been members of the Charity for not less than nine months before the date of such requisition.
e) The Executive Committee shall ensure that at least twenty one days notice in writing is sent to all members of the Charity stating the date, time and place of any General Meeting and specifying the nature of any special business or special Resolution to be proposed at that meeting. The accidental omission to give such notice or the non-receipt of a notice sent by post to any person entitled to receive such notice shall not invalidate the proceedings of the meeting.
10. Proceedings at a General Meeting
a) The agenda of each Annual General Meeting shall include the following:
Consideration of the Report and Accounts of the Charity for the preceding year, report of the auditors, election of members of the Executive Committee and Honorary Officers, in place of those retiring, appointment of and fixing the remuneration of the auditors.
b) No business shall be transacted at any General Meeting unless a quorum of members is present at the time that the meeting proceeds to business. Eight members present or one-tenth of the membership of the Charity whichever number is least shall constitute a quorum.
c) The Chairman of the Charity, or in his absence another of the Honorary Officers, or a member of the Executive Committee, shall preside at a General Meeting. If no such officers or members of the Executive Committee are present, the meeting shall choose one of its members to preside at that meeting.
11. Votes at a General Meeting
At any General Meeting every member of the Charity present at that meeting shall have one vote. The resolution put to the vote of the meeting shall be decided by a majority of the votes cast by the members present and voting either by a show of hands or by a poll if deemed necessary by the Chairman or requested by at least five members present and voting at the meeting. In the case of an equality of the votes, the Chairman of the meeting shall be entitled to a second or casting vote.
12. Honorary Officers
Members of the Executive Committee shall elect a Chairman of the Charity together with a Treasurer, Secretary and such other Honorary Officers as they consider necessary and shall determine the period of service of such Officers.
13. Executive Committee
a) The Executive Committee shall administer the affairs of the Charity and exercise its powers in accordance with this Constitution and any enactment or regulation governing the conduct of Charities.
b) The Members of the Executive Committee who are the Trustees of the Charity shall not be less than six nor, unless otherwise agreed by a Special Resolution at an Annual General Meeting, more than fifteen members. No person shall be appointed to membership of the Executive Committee who is not a member of the Charity.
c) The first members of the Executive Committee shall be the persons whose names are appended to this constitutional document as promoters of the Charity together with such other members of the Charity as they may co-opt to membership of the Committee.
d) At each Annual General Meeting one-third of the members of the Executive Committee, or if their number is not a multiple of three, then the nearest to one-third shall retire from office but be eligible for re-election. The members due to retire shall be those who have been longest in office since their last election or re-election. As between members of equal seniority those to retire shall, in absence of agreement, be selected amongst them by lot.
e) The members present at an Annual General Meeting, on the recommendation of the Executive Committee, or any proposal of not less than ten members of the Charity, may co-opt any member of the Charity to a vacancy of the Executive Committee so long as the number of members coopted at any meeting shall not exceed one-third of the membership of the Committee.
f) Any proceedings of the Executive Committee shall not be invalidated by any vacancy amongst its members or by any failure to appoint, or any defect in the appointment of, or qualification of any member.
g) No person shall be entitled to act as a member of the Executive Committee until after signing a Declaration of Acceptance and willingness to act as a Trustee of the Charity.
14. The termination of membership of the Executive Committee A member of the Executive Committee shall cease to hold office
a) If he or she is disqualified from acting as a member of the Executive Committee by virtue of Section 72 of the Charities Act 1992 or any reenactment or modification of that provision.
b) If he or she becomes incapable by reason of mental disorder, disease or injury from managing his or her own affairs.
c) If the Executive Committee by a two-thirds-majority of its members resolve that his or her office be vacated.
d) If a member notifies the Executive Committee of a wish to resign from that Committee.
e) If for any reason a member ceases to be a member of the Charity.
15. Meetings of the Executive Committee
a) The Executive Committee shall hold at least two Ordinary Meetings each year. A Special Meeting may be called at any time by the Chairman or by any three members of the Executive Committee by giving not less than ten days notice to all members of the Committee of the matters to be discussed.
b) The Chairman of the Charity shall act as Chairman of the meetings of the Executive Committee. If the Chairman is absent at any meeting the members of the Executive Committee present shall choose one of their number to be Chairman of that meeting.
c) There shall be a quorum when at least one-third of the members of the Executive Committee, or three members of the Executive Committee, whichever number is the greater, are present at a meeting.
d) All matters shall be determined by a majority of votes cast by members of the Executive Committee present. In the case of an equality of votes the Chairman of the meeting shall have a second or casting vote.
e) The Executive Committee shall keep Minutes in books kept for the purpose of the meetings of the Executive Committee or of any Sub Committee.
f) The Executive Committee may from time to time make or alter rules for the summoning and conduct of the meeting, and the custody of documents. No rules shall be adopted which are inconsistent with this Constitution.
g) The Executive Committee may appoint one or more Sub Committees consisting of three or more members of the Executive Committee for the purpose of making any enquiry or supervising or performing any function or duty which in the opinion of the Executive Committee can be more conveniently undertaken by a Sub Committee. All proceedings of such Sub Committees should be fully and promptly reported to the Executive Committee.
16. Funds
The funds of the Charity including all donations, contributions, bequests shall be, paid into the account operated by the Executive Committee in the name of the Charity at such Bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
17. Property
a) All land or property held by or in Trust for the Charity which is not vested in the Official Custodian of Charities shall be vested either in a corporation entitled to act as custodial trustee or in not less than three individuals appointed by the Executive Committee as holding trustees.
b) Holding Trustees may be removed by the Executive Committee but provided that they act only in accordance with the lawful direction of the Executive Committee, the Holding Trustees shall not be liable for the actions or defaults of its members
c) If a corporation entitled to act as custodial trustee has not been appointed to hold the property of the Charity, the Executive Committee may permit the property or investments held by or in trust for the Society to be held in the name of a clearing bank or trust corporation as nominees of the Executive Committee. We may pay such nominee reasonable and proper remuneration.
18. Reports and Accounts
The Executive Committee shall comply with its obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to;
a) the keeping of accounts and records of the Charity
b) the preparation of the Annual Statement of Account
c) the auditing or independent examination of the Statement of Accounts
d) the preparation of an Annual Report
e) the transmission of the Statement of Accounts of the Charity and the Annual Report to the Commission.
19. Constitutional Amendments
Subject to the following provisions of this clause, the Constitution may be altered by a Resolution passed by not less than two-thirds of the members present and voting at a General Meeting. The Notice of such a General Meeting must include a Notice of the Resolution setting out the terms of the alteration.
a) No amendment may be made to Clause 1 (name of the Charity), Clause 4 (objects of the Charity), Clause 6 (the Executive Committee members not to be financially interested), Clause 20 (the dissolution clause) or this Clause without the prior consent in writing of the Commission.
b) No amendment may be made which would have the effect that the organisation would cease to be a Charity.
c) The Executive Committee shall promptly send to the Commission a copy of any amendment made under this Clause.
20. Dissolution
If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity for which not less than 21 days notice shall be given stating the terms of the Resolution to be proposed. If the proposals are confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Charity and any assets remaining after satisfaction of any, proper debts and liability shall be given or transferred to such other Charity or Charities having objects similar to the objects of the Charity as members of the Charity may determine and, failing that, shall be applied to some other charitable purpose.
A copy of the Minutes of the General Meeting together with a Statement of the Financial Accounts of the Charity shall be sent promptly to the Commission.
This Constitution was adopted on the 4th day of February 1999 by the persons whose names appear at the end of this document as Trustees and promoters of the Charity. In accordance with advice from the Charity Commission Clause 4 (Objectives) was revised at a further meeting of the Trustees and promoters on 10th June 1999.
This document was signed by the trustees of the Council.
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